Nicole A. Edmonds

A recognized authority on federal securities laws and corporate governance, Nicole is a trusted advisor who represents U.S. and foreign companies in connection with U.S. capital markets transactions, periodic reporting with the U.S. Securities and Exchange Commission (SEC), national securities exchange listings and compliance, corporate governance, annual and special meetings of shareholders, executive compensation disclosures, and beneficial ownership reporting.

Her experience as a corporate secretary enables her to regularly provide counsel to C-suite executives and directors on corporate governance requirements and best practices, fiduciary duties, and SEC reporting and compliance. She has served as issuer’s and underwriters’ counsel in numerous public offerings under the Securities Act, including offerings of common stock as well as senior notes and medium-term note programs. Nicole often represents foreign private issuers with respect to U.S. stock exchange listings, SEC reporting, and corporate governance obligations. She also brings extensive experience in matters under the Delaware General Corporation Law, Virginia Stock Corporation Act, and the D.C. Business Corporation Act.

Nicole also serves as chair of the firm’s Inclusion Committee. In this role, she leads the firm’s efforts to foster an inclusive and equitable workplace. Nicole is passionate about creating a culture of belonging where all employees feel valued and empowered to bring their authentic selves to work.

• Represented various companies in connection with drafting and reviewing annual reports on Forms 10-K, 20-F, and 40-F, quarterly reports on Form 10-Q, current reports on Form 8-K, reports of foreign private issuers on Form 6-K, proxy statements on Schedule 14A, Section 16 reports (Forms 3, 4, and 5), and beneficial ownership reports on Schedules 13D and 13G.
• Represented companies, both issuer-side and underwriter-side, with respect to 1933 Act offerings of various securities, including common stock, units, senior notes, and medium-term notes.
• Represented companies with both initial public offerings and secondary public offerings by seasoned issuers.
• Experienced with the registration statement and prospectus drafting process and the SEC filing requirements related thereto.
• Versed in the listing and governance requirements of the various stock exchanges, including NYSE and Nasdaq.
• Experienced with foreign private issuer rules, Regulation FD, Form S-8 and Form S-8 prospectuses, insider trading rules and policies, the SEC comment letter process, and commercial paper programs.
• Experienced with Exchange Act registration and termination/suspension of issuer reporting under the ’34 Act.
• Experienced with offerings that are exempt/excluded from the 1933 Act under Regulation D and Regulation S.
• Experienced with the various sources of SEC guidance, including no-action letters, SEC comment letters, Compliance and Disclosure Interpretations, SEC rule releases, and SEC interpretive releases.
• Regularly counsels clients on various public corporate governance disclosures, including in SEC filings.
• Focused on energy companies, community banks, bank holding companies, and Canadian issuers.
• Experienced in general Virginia, Delaware, and D.C. corporate law matters.

• Fellow, Leadership Council on Legal Diversity (2017)
• National Black Lawyers, Top 100 professional honorary organization (2016)
• Virginia Super Lawyers “Rising Star” (2007, 2008, 2011)